So, you think the Sears/Kmart deal is about two struggling retailers thinking they'll have a better operational chance together rather than apart? Is this really a vehicle from which management intends to take onWal-Mart (NYSE:WMT) and Target (NYSE:TGT), as it claims?
Well, you're right. But you're not all right. There was something that struck me as extremely odd in all of this, from a timing standpoint. Earlier this year, Kmart (NASDAQ:KMRT) sold a passel of stores to Sears (NYSE:S), many of which Sears has already converted to Sears, Roebuck stores. The Kmart real estate portfolio was the crown jewel of the tarnished empire that attracted investor Eddie Lampert to the company in the first place. He started with its debt, which got converted to an eventual 55% stake in the company after it emerged from bankruptcy protection last year. Lampert's investment company had also purchased a 15% stake in Sears.
So it seems a little odd that the controlling shareholder in Kmart would sell properties to Sears, of which he also holds a big stake, and then essentially -- since Kmart is the acquiring party in the transaction -- buy the things back. And why did Lampert take an interest in Sears anyway, buying a big chunk of another foundering retailer?
Ah, the timing, and the key element here. Vornado Realty Trust (NYSE:VNO). Early this month, Vornado disclosed that it had accumulated an economic interest -- either through equity or options -- of a 4.5% stake in Sears. The purchase price was well above the $50 million threshold that requires an antitrust filing if a purchase in another company is for a purpose other than passive investment. With the options workaround, some speculated that Vornado was trying to get around this particular requirement.
Vornado has plenty of retail real estate experience, mainly from its taking Alexanders, a failed retail chain, and turning its store and land assets into a big moneymaker for itself. Kmart, though it is not a failed retail chain, has wrung out value the same way. Sears' real estate assets comprise a substantial unrealized asset as well, though Sears' management hadn't shown any interest in monetizing the real estate.
The trouble with Sears is that almost all of its real estate that hasn't been revalued is in its 800-plus mall-based stores. But the success of Wal-Mart, Target, and Costco (NASDAQ:COST) has changed the face of big-box retailing.
So, with Vornado, an activist investor, entering into Sears, did it force Lampert's hand? Or more directly, did it make Sears suddenly more interested in making moves that allow it to continue as an operating retailer, rather than what management feared (or knew) Vornado might do? Tough to say. But the timing of a just-completed sale between Sears and Kmart, followed by a disclosure of ownership by Vornado (which turned out to be a pretty sweet transaction, in any regard), followed quickly by a merger announcement makes me think that Kmart turned out to be the harbor from an upcoming storm for Sears.
See also:
- Seth Jayson's The Next Kmart?
- Rick Munarriz's Kmart Gets It
Bill Mann owns shares of Costco. For value ideas that don't necessarily involve distressed debt purchases, consider a free trial subscription to the Motley Fool Inside Value newsletter.
